Board Meeting 2/2022 Minutes: Wed 25 May 2022 16:00-17:30 EET

Present board members:

Eric Herman, Chairman
Michael Widenius, MariaDB Corporation
Sergei Golubchik, MariaDB Corporation
Max Mether, MariaDB Corporation
Todd Boyd, IBM (until 17:00)
Barry Abrahamson, Automattic (until 17:00)
Espen Håkonsen, Visma
Steve Shaw, Intel

Absent board member

Sean Peng, Alibaba (came after the meeting had concluded, due to timing issue not caused by himself)

Observers:

Parikshit Savjani, Microsoft

Absent observers:

Serguei Beloussov, SIT
Mark Stockford, ServiceNow
Qinglin Zhang, Tencent

Additionally, as non-voting secretary:

Kaj Arnö, CEO, MariaDB Foundation

Agenda:

CEO update
Decision on the term »Founding Member»
Decision on the sponsorship level »Prime Sponsor»
Decision on the sponsorship level »Diamond Sponsor»
Decision on regular publishing of contribution statistics
Decision on potential Amazon sponsorship
Next meetings

1. CEO update (16:05-16:15)

New sponsor Acronis (100k$) – also in the Serguei Beloussov sphere, on top of the SIT (100k$) notified last meeting
Interview with Sean Peng of Alibaba Cloud done and published, see https://mariadb.org/china-sean/ China Has Great Potential for MariaDB Server – 30 mins interview, long article
Similar interview with Parikshit Savjani of Microsoft done but not yet published
The CEO wants to do one fireside chat with every board member and most observers still this year; he asked to be contacted by BoD members offline
The Operational Committee has been invited to join the MariaDB Foundation Staff Mtg 20.-23.6.2022 in Finland. This is our first Staff Mtg since 2019, given the pandemic. Our goal is to move all goals forward, as working together face to face enables insights, decisions, and general progress in matters which have stagnated and developed friction over lack of social contact.

2. Decision on the term »Founding Member» (16:15-16:25)

Proposal: MariaDB Corporation is awarded the title “Founding Member, MariaDB Foundation”. The title is unrelated to the financial sponsorship level. The title is to be used in MariaDB Foundation’s /about/ page and boilerplate. This is in recognition of the fact that Monty Program Ab, merged with MariaDB Corporation Ab, is the original creator of MariaDB Server, which started as a fork of MySQL Server.

Discussion: Eric noted that Monty personally had a role during the early stages of the Foundation’s existence, but that it is an unrelated topic, to which we may desire to return later.

Decision: Proposal approved unanimously.

3. Decision on the sponsorship level »Prime Sponsor» (16:25-16:55; 17:20-17:22)

Proposal: The financial sponsor of MariaDB Foundation that during the past two years has contributed the most code to MariaDB Server is given the title Prime Sponsor. The title is determined each year by the end of March based on statistics on the source code. To be able to use the title, the sponsor needs to not only contribute the most code, but also contribute at least three times the monetary amount of a Platinum Sponsor.

Discussion (16:25-16:55): Steve proposed that Prime should be replaced by Primary.

Sergei noted that mixing the dimension of code contributions with the dimension of financial contributions introduces undesirable anomalies.

The CEO argued that the proposed coupling of the aspects code contributions with financial sponsorship simplifies the overall process of arriving at a favourable agreement with both MariaDB Corporation and Amazon.

Decision (17:20-17:22): The code contributor of MariaDB Foundation that during the past two years has contributed the most code to MariaDB Server is given the title Primary Code Contributor. The title is determined each year by the end of March based on statistics on the source code. The title is also to be evaluated retroactively for the past years of MariaDB Server’s existence (2009 onwards).

4. Decision on the sponsorship level »Diamond Sponsor» (16:55-17:00)

Proposal: We rename the Diamond Sponsor level to be Palladium Sponsor (consistent use of metals, as noted by Monty). The level is set at five times the amount of a Platinum Sponsor (500k€ = 5 x 100k€).

Discussion: Sergei noted his preference for retaining Diamond over renaming it Palladium, but did not consider it worthy of being voted on.

Max shared Sergei’s sentiment and thought Diamond would better correlate with industry standards.

Decision: The CEO was mandated to decide on whether to rename the sponsorship level »Diamond Sponsor». The level was set at five times the amount of a Platinum Sponsor (500k€ = 5 x 100 k€).

5. Decision on regular publishing of contribution statistics (17:00-17:15)

Proposal: MariaDB Foundation starts to, on a monthly cadence, publish contributor statistics on a) lines of code and b) commits. The reports are given additional attention on a quarterly cadence, through blog entries and board meetings. The report looks at code contributions from the previous three years. Each individual developer in the statistics is categorised into one of three categories, based on where the developer gets his or her salary: a) Financial sponsor, b) Non-sponsor, c) Foundation employee.

The stats are run by a transparent script, to be published on Github, and is up for public scrutiny. The stats also make a distinction between core MariaDB Server and plugins.

Discussion: Eric noted the importance of also monitoring reviews (as reviewers are a scarce resource).

Decision: Proposal approved unanimously.

6. Decision on potential Amazon sponsorship (17:15-17:20; 17:22-17:30)

Proposal: Should Amazon show interest to join as a Palladium Sponsor, the CEO is mandated to sign on Amazon.

Background: Several members of the Board have expressed concerns about the relationship of Amazon to Open Source projects of various sizes and maturities. The CEO has noted that Amazon has shown eagerness to contribute code, and even experienced a backlog of code reviews of their pull requests.

As accepting patches is currently a key bottleneck, we will need to employ more senior developers to be able to reduce the PR backlog.

The Palladium level sponsorship for Amazon is appropriate, given that

(i) the Board in its 7 Dec 2021 meeting indicated it would give the conditions for Amazon joining within the first half of 2022, that

(ii) there were concerns raised, and that

(iii) the PR backlog needs to be reduced through employing new developers,

Discussion (17:15-17:20): Max noted he thinks it is too early to approve of Amazon, based on their past track record of overall attitude to Open Source and short track record of contributing code to MariaDB Server.

Sergei and Monty noted that the equal treatment of all potential members would speak for not formally subjecting Amazon to a condition of entering at the Diamond/Palladium level.

The Chairman asked for a show of hands as to readiness to vote on the topic, so as to conclude the long period of uncertainty.

The CEO noted that it would be hard to conduct the business of the Foundation with uncertain finances, given that MariaDB Corporation currently subjects its monthly financial payments to arriving at a consensus decision on Amazon sponsorship, and given that the Foundation board has not approved the proposal in Item 3 (»Prime Sponsor»), which would simplify the negotiation position of the Foundation towards MariaDB Corporation, especially if Amazon would not be required to enter at the higher Diamond/Palladium level.

Decision (17:22-17:30): The Chairman conducted a vote on whether the Board in principle is willing to now accept Amazon as a Financial Sponsor. The vote ended 4 in favour, 2 against. According to the Bylaws, Section 5.15 Quorum and 5.16 Majority action, this is sufficient to pass the resolution.

The CEO thus has the mandate to, subject to Amazon’s interest, negotiate a sponsorship with Amazon. As guidance, the CEO was reminded to mind the overall impact on MariaDB Foundation finances.

7. Next meetings

Already decided last meeting; here repeated for convenience

Wed 7 Sep 2022, same time
Wed 16 Nov 2022, same time